庄园牧场:H股公告(英文)-根据收购守则第3.7条作出之每月更新公告2022-02-12
1st PROOF(C:\Users\Graphic Design PC\OneDrive - origohk.com\temp backup\220061 Lanzhou Ann\E220061e_Lanzhou)(19:18 11/02/2022)(E > C)([)P.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take
no responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to
acquire, purchase or subscribe for securities of the Company.
Lanzhou Zhuangyuan Pasture Co., Ltd.*
(A joint stock limited liability company incorporated in the People’s Republic of China)
(Stock code: 1533)
MONTHLY UPDATE ANNOUNCEMENT PURSUANT TO
RULE 3.7 OF THE TAKEOVERS CODE
This announcement is made by Lanzhou Zhuangyuan Pasture Co., Ltd.*
(the “Company”) pursuant to Rule 3.7 of The Code on Takeovers and Mergers issued by the
Securities and Futures Commission of Hong Kong.
Reference is made to (i) the announcement of the Company dated 17 December 2021 (the
“Announcement”) in relation to, among other things, the preliminary proposal of a possible
repurchase of all the issued H shares in the share capital of the Company (the “H Shares”) by way
of a voluntary cash offer (the “Possible Share Buy-back”) and if the Possible Share Buy-back
becomes unconditional, the voluntary application for the withdrawal of listing of the H Shares from
The Stock Exchange of Hong Kong Limited, and (ii) the monthly update announcement of the
Company dated 13 January 2022. Unless otherwise specified herein, capitalised terms used herein
shall have the same meaning as those used in the Announcement.
PROGRESS OF THE POSSIBLE SHARE BUY-BACK
As disclosed in the Announcement, in order for the Company to transfer its funds for, amongst
others, financing the Possible Share Buy-back and the payment of professional fees and other
expenses to its account(s) in Hong Kong, the Company will apply for the required registration with
the relevant PRC regulatory authority and provide certain required information of the Possible Share
Buy-back to such authority (the “Fund Transfer Registration”).
–1–
1st PROOF(C:\Users\Graphic Design PC\OneDrive - origohk.com\temp backup\220061 Lanzhou Ann\E220061e_Lanzhou)(19:18 11/02/2022)(E > C)([)P.2
The Board wishes to update the Shareholders and potential investors that a Board meeting was held
on 11 February 2022 whereby the Board has resolved, among other matters, to apply to the relevant
PRC regulatory authority for the transfer of approximately HK$390.00 million, which includes an
indicative total consideration for the Possible Share Buy-back of approximately HK$382.57 million,
representing a minimum offer price of HK$10.89 per H Share. This does not imply that the offer
price will be increased beyond the amount mentioned above in the event that the Company decides
to proceed with the Possible Share Buy-back. For the avoidance of doubt, the indicative amounts
refer to the amounts to be applied by the Company for the purpose of the Fund Transfer Registration
only. As at the date of this announcement, the Company has not determined the terms of the Possible
Share Buy-back. However, if the Possible Share Buy-back is made, the offer price will not be less
than HK$10.89 per H Share.
MONTHLY UPDATES
In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) (including this
announcement) setting out the progress of the Possible Share Buy-back will be made by the
Company until an announcement of a firm intention to make an offer under Rule 3.5 of the
Takeovers Code, or of a decision not to proceed with an offer, is made. Further announcement(s)
will be made by the Company as and when appropriate or required in accordance with the Listing
Rules and/or the Takeovers Code (as the case may be).
There is no assurance that the Possible Share Buy-back mentioned in this announcement will
materialise or eventually be consummated and that the terms of the Possible Share Buy-back
are subject to further consideration by the Company and discussion with its financial advisor.
Shareholders and public investors are urged to exercise extreme caution when dealing in the
securities of the Company.
By order of the Board
Lanzhou Zhuangyuan Pasture Co., Ltd.
Yao Gexian
Chairman of the Board
Lanzhou, the PRC, 11 February 2022
As at the date of this announcement, the non-independent directors of the Company are Mr. Yao Gexian, Mr.
Lian Enzhong, Mr. Zhang Yu, Mr. Yang Yi, Mr. Ma Hongfu and Ms. Zhang Qianyu; and the independent
directors of the Company are Mr. Wang Haipeng, Mr. Zhang Yubao and Mr. Sun Jian.
All the directors of the Company jointly and severally accept full responsibility for the accuracy of
information contained in this announcement and confirm, having made all reasonable inquiries, that to the
best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful
consideration and there are no other facts not contained in this announcement, the omission of which would
make any statement in this announcement misleading.
–2–